**China
      Yingxia International, Inc.**








**CODE
      OF CONDUCT POLICY**





China
      Yingxia International, Inc. (“the
      Company”) is dedicated to conducting
      its business in accordance with the applicable laws, regulations and with highest
      standards of business ethics. This code is intended to provide guidance in identifying
      ethical issues, offer mechanisms to report unethical conduct, and to help foster
      a
      culture of honesty and accountability.





Each
      officer, director, and employees is expected to comply with the letter and
      spirit of this
      Code. The Directors and employees of the Company mentioned above must not only comply
      with the applicable regulations but should also actively advance the promotion
      of honest
      and ethical conduct of the business. They must abide by the policies and procedures
      that govern the conduct of the Company’s business.





This
      Code
      illustrates some of the potential problem areas that could develop
      below:





**Conflicts
      of interest** -
      A
      conflict situation can arise:





a.
      When
      an employee or Director takes action or has interests that may make it difficult to
      perform his or her work, objectively and effectively,





b.
      The
      receipt of improper personal benefits by a member of his or her family as a
      result of
      one’s
      position in the Company,





c.
      Any
      outside business activity that detracts an individual’s ability to devote
      appropriate time
      and
      attention to his or her responsibilities with the Company,





d.
      The
      receipt of non-nominal gifts or excessive entertainment from any person/company with
      which the Company has current or prospective business dealings,





e.
      Any
      significant ownership interest in any supplier, customer, development partner
      or competitor
      of the Company,





f.
      Any
      consulting or employment relationship with any supplier, customer, business associate
      or competitor of the Company.





The
      Directors and employees should be scrupulous in avoiding “conflicts of interest” with
      the
      Company. In case there is likely to be a conflict of interest, he/she should
      make full
      disclosure of all facts and circumstances thereof to the Board of Directors
      or
      any Committee/officer
      nominated for this purpose by the Board and a prior written approval should
      be
      obtained.





**Honest
      and Ethical Conduct:** The
      Directors and employees shall act in accordance with the
      highest standards of personal and professional integrity, honesty and ethical
      conduct not
      only
      on Company’s premises and off site but also at Company sponsored business, social
      events as well as any places. They shall act and conduct free from fraud and deception.
      Their conduct shall conform to the best-accepted professional standards of conduct.





**Corporate
      Opportunities:** Directors
      and employees owe a duty to the Company to advance
      its legitimate interests when the opportunity to do so arises. Directors and employees
      are expressly prohibited from:





a.
      Taking
      for themselves, personally, opportunities that are discovered through the use
      of Company’s
      property, information, or position;





b.
      Competing directly with the business of the Company or with any business that
      the Company
      is considering.





c.
      Using
      Company’s property, information, or position for personal gain. If
      the
      Company has finally decided not to pursue an opportunity that relates to the Company’s
      business activity, he/she may pursue such activity only after disclosing the same
      to
      the Board of directors or the nominated person/committee.











**Confidentiality:** The
      Directors and employees shall maintain the confidentiality of confidential
      information of the Company or that of any customer, supplier or business associate
      of the Company to which Company has a duty to maintain confidentiality, except
      when disclosure is authorized or legally mandated. The Confidential information includes
      all non-public information (including private, proprietary and other) that
      might be
      of use
      to competitors or harmful to the Company or its associates. The use of confidential
      information for his/her own advantage or profit is also prohibited.





**Fair
      dealing:** Each
      Director and employee should deal fairly with customers, suppliers, competitors
      and employees of group companies, They should not take unfair advantage of
      anyone
      through manipulation, concealment, abuse of confidential proprietary or trade secret
      information, misrepresentation of material facts, or any other unfair dealing practices.





**Protection
      and proper use of Company’s Assets:** All
      Directors and employees should protect
      Company’s assets and property and ensure its efficient use. Theft, carelessness, and
      waste
      of the Company’s assets and property have a direct impact on the Company’s profitability.
      Company’s assets should be used only for legitimate business
      purposes.





**Compliance
      with Laws, Rules and Regulations:** The
      Directors and employees shall comply
      with all applicable laws, rules and regulations Transactions, directly or
      indirectly, involving
      securities of the Company should not be undertaken without pre-clearance from
      the
      Company’s Compliance Officer. Any Director or employee who is unfamiliar or uncertain
      about the legal rules involving Company business conducted by him/her should consult
      the Legal Department of the Company before taking any action that may jeopardize
      the Company or that individual.





**Compliance
      with Code of Conduct:** If
      any
      director or employee who knows of or suspects
      of a violation of applicable laws, rules or regulations or this Code of Conduct, he/she
      must immediately report the same to the Board of Directors or any designated person/committee
      thereof. Such person should as far as possible provide the details of suspected
      violations with all known particulars relating to the issue. The Company recognizes
      that resolving such problems or concerns will advance the overall interests
      of the
      Company that will help to safeguard the Company’s assets, financial integrity
      and reputation.
      Violations of this Code of Ethics will result in disciplinary action, which
      may


even
      include termination of services of the employee. The Company’s Board or any Committee/person
      designated by the Board for this purpose shall determine appropriate action
      in
      response to violations of this Code of Ethics.





**Interpretation
      of Code:** Any
      question or interpretation under this Code of Ethics and Business
      Conduct will be handled by the Board or any person/Committee authorized by the
      Board
      of the Company. The Board of Directors or any designated person/committee has
      the
      authority to waive compliance with this Code of business conduct for any Director
      or employee of the Company. The person-seeking waiver of this Code shall make
      full
      disclosure of the particular circumstances to the Board or the
      designated person/committee.











__________________________


Ms.
      Yingxia Jiao


President,
      CEO, CFO, Director